{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-23-139471","form_type":"8-K","ticker":"IP","cik":"0000051434","company_name":"INTERNATIONAL PAPER CO /NEW/","filed_at":"2023-05-09T23:59:59+00:00","discovered_at":"2026-05-14T18:03:41.888652+00:00","generated_at":"2026-06-15T10:42:31.225081+00:00","sec_items":["5.03","5.07","9.01"],"event_type":"other","sentiment":"neutral","materiality_score":0.3,"calibrated_materiality_score":0.3,"confidence":"high","headline":"IP annual meeting: all 11 directors elected, say-on-pay approved, two shareholder proposals defeated","bullets":["All 11 director nominees elected; Ilene Gordon received lowest support (217M for, 52M against).","Non-binding say-on-pay approved: 285M for (93.4% of votes cast).","Shareowner proposal for independent board chair defeated (98.9M for, 169.5M against).","Shareowner proposal on China report defeated (5.8M for, 261M against).","Bylaws amended to expand stockholder nomination disclosures and align with universal proxy rule."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-23-139471","json":"https://secwatch.observer/filing/0001193125-23-139471.json","markdown":"https://secwatch.observer/filing/0001193125-23-139471.md","text":"https://secwatch.observer/filing/0001193125-23-139471.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/51434/000119312523139471/0001193125-23-139471-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/51434/000119312523139471/d449723d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-15T10:42:31.225081+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"714fbfc3107e060d9a56a84f757062353d49d4f8","claim":"INTERNATIONAL PAPER CO /NEW/: Amendments to Article II, Section 9 of the Bylaws regarding stockholder nominations, including expanded disclosure, universal proxy rule compliance, and procedural clarifications (effective 2023-05-09).","evidence_excerpt":"On May 9, 2023, the Board of Directors (the “Board”) of International Paper Company (the “Company”) adopted amendments to the Company’s By-Laws (the “Bylaws”), effective on such date.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/51434/000119312523139471/0001193125-23-139471-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"},{"label":"Effective","value":"2023-05-09"}],"fact_type":"governance_change"},{"claim_id":"242e67f5443a6a65ac5b83c568cecb326f22ad90","claim":"INTERNATIONAL PAPER CO /NEW/ shareholders rejected Shareowner Proposal Concerning a Report on Operations in China at the 2023-05-08 meeting.","evidence_excerpt":"Item 6– Shareowner Proposal Concerning a Report on Operations in China The holders of the Company’s common stock did not approve the non-binding shareowner proposal concerning a report on operations in China by the following count: For Against Abstain Broker Non-Votes 5,771,421 261,039,205 2,518,336 39,033,264","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/51434/000119312523139471/0001193125-23-139471-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Outcome","value":"failed"},{"label":"Meeting","value":"2023-05-08"}],"fact_type":"shareholder_vote"},{"claim_id":"43d31fb605627e650a30680202bd7324d6d6524d","claim":"INTERNATIONAL PAPER CO /NEW/ shareholders rejected Shareowner Proposal Concerning an Independent Board Chair at the 2023-05-08 meeting.","evidence_excerpt":"Item 5 – Shareowner Proposal Concerning an Independent Board Chair The holders of the Company’s common stock did not approve the non-binding shareowner proposal concerning an independent Board chair by the following count: For Against Abstain Broker Non-Votes 98,879,053 169,527,737 922,172 39,033,264","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/51434/000119312523139471/0001193125-23-139471-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Outcome","value":"failed"},{"label":"Meeting","value":"2023-05-08"}],"fact_type":"shareholder_vote"},{"claim_id":"6fef167585ffab1c4a949201c6b36e2248b65483","claim":"INTERNATIONAL PAPER CO /NEW/ shareholders approved Vote on a Non-Binding Resolution to Approve the Compensation of the Company's Named Executive Officers at the 2023-05-08 meeting.","evidence_excerpt":"Item 3 – Company Proposal to Vote on a Non-Binding Resolution to Approve the Compensation of the Company’s Named Executive Officers The holders of the Company’s common stock supported the non-binding resolution to approve the compensation of the Company’s named executive officers by the following count: For Against Abstain Broker Non-Votes 285,011,997 10,152,088 1,164,877 39,033,264","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/51434/000119312523139471/0001193125-23-139471-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-08"}],"fact_type":"shareholder_vote"},{"claim_id":"74b17ac9084a9fe2b031a82baace63f84a533c14","claim":"INTERNATIONAL PAPER CO /NEW/ shareholders approved Ratify Deloitte & Touche LLP as the Company's Independent Registered Public Accounting Firm for 2023 at the 2023-05-08 meeting.","evidence_excerpt":"Item 2 – Company Proposal to Ratify Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for 2023 The holders of the Company’s common stock ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2023 by the following count: For Against Abstain Broker Non-Votes 300,695,856 7,130,777 535,593 (0)","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/51434/000119312523139471/0001193125-23-139471-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-08"}],"fact_type":"shareholder_vote"},{"claim_id":"a66b6d0d0f2ca2dd91db555d5ce9fed58cfa2717","claim":"INTERNATIONAL PAPER CO /NEW/ shareholders approved Vote on the Frequency with which Shareowners Will Vote to Approve the Compensation of our Named Executive Officers at the 2023-05-08 meeting.","evidence_excerpt":"Item 4 – Company Proposal to Vote on the Frequency with which Shareowners Will Vote to Approve the Compensation of our Named Executive Officers The holders of the Company’s common stock supported and ANNUAL frequency with which shareowners will approve the compensation of the Company’s named executive officers by the following count: 1 Year 2 Years 3 Years Abstain Broker Non-Votes 261,689,284 403,582 6,606,536 629,560 39,033,264","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/51434/000119312523139471/0001193125-23-139471-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay frequency"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-08"}],"fact_type":"shareholder_vote"},{"claim_id":"d60bb1dde9e4ab93a129ca9d7d9e76d41d6470f9","claim":"INTERNATIONAL PAPER CO /NEW/ shareholders approved Election of 11 Directors at the 2023-05-08 meeting.","evidence_excerpt":"Item 1 – Company Proposal to Elect 11 Directors The holders of the common stock of the Company elected each of the following nominees as directors, to serve a term of one year ending the earlier of (i) the Company’s 2024 annual meeting of shareowners and the date a qualified successor has been elected, or (ii) death, resignation or retirement. The directors were elected by the following count: Directors For Against Abstain Broker Non-Votes Christopher M. Connor 255,912,616 12,960,041 456,305 39,033,264 Ahmet C. Dorduncu 260,394,815 8,471,346 462,801 39,033,264 Ilene S. Gordon 216,862,080 52,041,923 424,959 39,033,264 Anders Gustafsson 264,690,102 4,165,421 473,439 39,033,264 Jacqueline C. Hinman 239,501,633 29,406,312 421,017 39,033,264 Clinton A. Lewis, Jr. 256,315,093 12,551,451 462,418 39,033,264 DG Macpherson 256,422,005 12,446,494 460,463 39,033,264 Kathryn D. Sullivan 253,214,648 15,698,146 416,168 39,033,264 Mark S. Sutton 249,020,586 19,814,915 493,441 39,033,264 Anton V. Vince","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/51434/000119312523139471/0001193125-23-139471-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-08"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}